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Extra Space Storage Inc. (the
"Company")
announced today that its operating partnership
subsidiary, Extra Space Storage LP (the "Operating Partnership"), entered into
a Contribution Agreement with various companies affiliated with All Aboard
Mini Storage and Lance D. Alworth, as principal (the "Contributors"), to
acquire 20 self-storage facilities (the "Properties"). The transaction is
currently expected to close by the end of the third quarter of 2013, subject
to due diligence and other customary closing conditions.
The Properties are located in California and include approximately 14,800 self
storage units, containing approximately 1.5 million square feet of net
rentable space. The aggregate consideration for the Properties is valued at
approximately $196.0 million, excluding transaction costs, including taking
the Properties subject to approximately $100.1 million of existing loans
(which will be prepaid by the Company after the Properties are conveyed to the
Company). The Company will pay an additional $10.1 million related to the
defeasance and prepayment costs associated with these loans. The Company will
also issue approximately $33.6 million of newly designated Series B Redeemable
Preferred Units (the "Series B Preferred Units") and approximately $62.3
million of common Operating Partnership units (the "Common Units") to the
Contributors.
The terms of the Series B Preferred Units will be governed by the Operating
Partnership's Third Amended and Restated Agreement of Limited Partnership
which the Company expects to enter into upon the closing of the transaction.
With the exception of the existing Series A Preferred Units, the Series B
Preferred Units will have priority over all other partnership interests with
respect to distributions and liquidation. The Series B Preferred Units will
bear a fixed priority return of 6.0% and have a total liquidation value of
$33.6 million ($25.00 per unit), and the newly issued Common Units will
receive distributions and have a liquidation value equal to that of the
existing Common Units. In addition, the Series B Preferred Units and Common
Units will be redeemable at the option of the Contributors after a period of
one year following the closing, which redemption obligation may be satisfied
at the option of the Company in cash or shares of its common stock.
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